Common use of Lockbox Clause in Contracts

Lockbox. Borrowers shall maintain a special account as a lockbox in Borrowers’ names with Agent, upon such terms as are required by Agent, to which Borrowers and their domestic Subsidiaries will cause all Account Debtors to send all remittances on Accounts and all customers party to Buy Back Agreements to send all remittances related to any purchases by such customers pursuant to such Buy Back Agreements. If received directly by a Borrower or a domestic Subsidiary, such Borrower or domestic Subsidiary will immediately deposit in such special account all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. Borrowers agree that upon the occurrence and during the continuation of a Default or an Event of Default, all payments made to such special account or otherwise received by Agent, whether on the Accounts, on any Buy Back Agreement or as proceeds of any other Collateral or otherwise, will be the sole and exclusive property of Agent for the benefit of Agent and Lenders and will be applied on account of the Liabilities. So long as no Default or an Event of Default has occurred and is continuing, Borrowers shall be entitled to direct the use of the funds maintained in such special account in accordance with the terms of this Agreement. Two (2) Business Days after Agent’s receipt of good funds, Agent will credit (conditional upon final collection) all payments received through the special account to the Liabilities. Each Borrower, its Subsidiaries and any Affiliates, shareholders, directors, officers, employees, agents of such Borrower and its Subsidiaries and all Persons acting for or in concert with such Borrower shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent for the benefit of Agent and Lenders, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts, Buy Back Agreements or other Collateral which come into their possession or under their control and immediately upon receipt, shall remit the same or cause the same to be remitted, in kind, to Agent, at Agent’s address set forth in Section 10.10. Borrowers agree, jointly and severally, to pay to Agent any and all reasonable fees, costs and expenses (if any) which Agent incurs in connection with opening and maintaining the special account and depositing for collection by Agent any check or item of payment received or delivered to Agent on account of the Liabilities.

Lockbox. Borrowers shall maintain a special account as a lockbox in Borrowers’ names with Agent, upon such terms as are required by Agent, to which Borrowers and their domestic Subsidiaries will cause all Account Debtors to send all remittances on Accounts and all customers party to Buy Back Agreements to send all remittances related to (i) At any purchases by such customers pursuant to such Buy Back Agreements. If received directly by a Borrower or a domestic Subsidiary, such Borrower or domestic Subsidiary will immediately deposit in such special account all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. Borrowers agree that upon time after the occurrence and during the continuation continuance of a Default or an Event of Default, all payments made the Borrower Parties shall cooperate with the Secured Party to such special account establish the Lockbox and Cash Collateral Account (each as defined below), under the sole dominion and control of the Secured Party (to the extent permitted by applicable law), into which monies, checks, notes, drafts or otherwise received by Agent, whether on the Accounts, on any Buy Back Agreement other payment for or as proceeds of any other the Collateral or otherwise, will shall be the sole and exclusive property of Agent for the benefit of Agent and Lenders and will be applied on account of the Liabilities. So long paid as no Default or set forth in clause (ii) below. (ii) If an Event of Default has shall have occurred and is be continuing, Borrowers the Borrower Parties shall be entitled direct all Account Debtors to direct make payments on the use of Borrower Parties’ Accounts directly into a lockbox established by the funds maintained in such special account in accordance Borrower Parties with the terms of this Agreement. Two (2) Business Days after Agent’s receipt of good funds, Agent will credit (conditional upon final collection) all payments received through the special account an institution acceptable to the LiabilitiesSecured Party and over which the Secured Party shall have sole control and authority (to the extent permitted by applicable law) pursuant to documentation in form and substance satisfactory to the Secured Party (the “Lockbox”). Each BorrowerThereafter, its Subsidiaries and any Affiliates, shareholders, directors, officers, employees, agents of such Borrower and its Subsidiaries and all Persons acting for or in concert with such Borrower shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent for the benefit of Agent and Lenders, if any monies, checks, notes, drafts or any other payments relating to payment for or proceeds of Accounts, Buy Back Agreements or other the Collateral which shall come into their the possession or under their the control of the Borrower Parties, the Borrower Parties shall hold same in trust for Secured Party, and immediately upon receipt, the Borrower Parties shall remit the same or cause the same to be remitted, in kind, to AgentSecured Party or to any agent or agents appointed by Secured Party for that purpose, at Agent’s address set forth and such monies, checks, notes, drafts or other payment for or proceeds of the Collateral shall be credited to the Cash Collateral Account, unless the Secured Party shall otherwise elect. Following the occurrence and during the continuance of an Event of Default, the Secured Party may, in its sole discretion, take control of and endorse the Borrower Parties’ name(s) to any of the items of payment or proceeds described in this Section 10.1016. Borrowers agreeFor the purposes of this section, jointly the Borrower Parties irrevocably, hereby make, constitute and severallyappoint the Secured Party, and all persons designated by the Secured Party for that purpose, as the Borrower Parties’ true and lawful attorney and agent-in-fact to take any such actions following the occurrence and during the continuance of an Event of Default. All such items of payment or proceeds received through the Lockbox or directly from the Borrower Parties during the continuance of an Event of Default shall, unless the Secured Party shall otherwise elect, be deposited into a cash collateral account maintained with an institution acceptable to the Secured Party (the “Cash Collateral Account”) over which the Secured Party has sole control and authority (to the extent permitted by applicable law) and shall be applied by the Secured Party to the Secured Obligations. (iii) The Borrower Parties shall execute all documents requested by the Secured Party with respect to the Cash Collateral Account and the Lockbox and agrees to pay to Agent the Secured Party promptly upon demand for any and all reasonable fees, costs and expenses (if any) which Agent the Secured Party reasonably incurs or that the relevant third party institution customarily charges in connection with the opening and maintaining of the special account Cash Collateral Account and the Lockbox and depositing for collection by Agent the Secured Party any check monies, checks, notes, drafts or item other items of payment received or and/or delivered to Agent on account of the LiabilitiesSecured Obligations. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

Lockbox. Borrowers shall (a) Borrower will, at the request of Bank, execute a Wholesale Lockbox Service Addendum Agreement (“Lockbox Agreement”) in form and substance acceptable to Bank and such other documentation as Bank may reasonably require to establish and maintain a special the lockbox (“Lockbox”) and the remittances account as a lockbox and all other cash management services of Bank and its affiliates provided in Borrowers’ names connection with Agentthis Agreement. (b) Upon the occurrence of an Event of Default: REVOLVING LOAN AND SECURITY AGREEMENT 22 (i) Borrower will (a) maintain in full force and effect, upon such terms as are required by Agent, to which Borrowers and their domestic Subsidiaries will cause comply in all respects with the Lockbox Agreement; (ii) direct all of its Account Debtors to send make remittance to the Lockbox; and (iii) deposit directly into the remittances account all remittances on Accounts Proceeds received by Borrower from Account Debtors and all customers party otherwise. Funds received in any Lockbox will be transferred daily by Bank to Buy Back Agreements the applicable Demand Deposit Dominion Account in the name of Borrower (the “Dominion Account”) and thereafter credited by Bank first to send all remittances related the Borrower’s Loan Account and any other unpaid Indebtedness in such manner as Bank desires. Bank will not be required to credit Borrower’s Loan Account with the amount of any purchases check or other instrument constituting provisional payment until the Bank has received final payment thereof at its office in cash or solvent credits accepted by the Bank. (ii) Borrower will notify the Bank of such customers pursuant to such Buy Back Agreements. If collections as are received directly by a Borrower or a domestic Subsidiary, and will hold the proceeds received from such Borrower or domestic Subsidiary will immediately deposit collections in such special account all remittances and proceeds trust for the Bank without commingling the same with other funds of the Collateral Borrower and will turn the same over to the Bank immediately upon receipt in the identical form received. Proceeds so transmitted to the Bank may be handled and administered in which and through the remittances account. (iii) Bank may apply against the outstanding balance of Borrower’s Loan Account from time to time any collections on and Proceeds from Accounts Receivable forwarded to Bank and/or in Bank’s possession (including, without limitation, any such payment was madecollections and Proceeds in any Lockbox, whether remittances account or any operating or other account maintained or to be maintained by cash or checkfor Borrower at Bank). (iv) Borrower will, at the request of the Bank, notify the Account Debtors of the security interest of the Bank in any Account and will instruct Account Debtors to remit payments directly to Bank, and the Bank may itself, at any time, so notify Account Debtors. (c) Borrower acknowledges Bank’s right of offset and the security interest in Borrower’s accounts including the Dominion Account granted to Bank hereunder. Borrowers agree that upon Upon the occurrence and during the continuation of a Default or an Event of Default, all payments made to such special account or otherwise received by Agent, whether on the Accounts, on any Buy Back Agreement or as proceeds of any other Collateral or otherwise, Borrower will be the sole and exclusive property of Agent for the benefit of Agent and Lenders and will be applied on account relinquish its control of the Liabilities. So long as no Default or an Event of Default has occurred Dominion Account and is continuingin addition to all other rights and remedies available to Bank, Borrowers shall be entitled to direct Bank will immediately have sole dominion and control over the use of Lockbox and the funds maintained in such special account in accordance with the terms of this Agreement. Two (2) Business Days after Agent’s receipt of good funds, Agent will credit (conditional upon final collection) all payments received through the special account to the Liabilities. Each Borrower, its Subsidiaries and any Affiliates, shareholders, directors, officers, employees, agents of such Borrower and its Subsidiaries and all Persons acting for or in concert with such Borrower shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent for the benefit of Agent and Lenders, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts, Buy Back Agreements or other Collateral which come into their possession or under their control and immediately upon receipt, shall remit the same or cause the same to be remitted, in kind, to Agent, at Agent’s address set forth in Section 10.10. Borrowers agree, jointly and severally, to pay to Agent any and all reasonable fees, costs and expenses (if any) which Agent incurs in connection with opening and maintaining the special account and depositing for collection by Agent any check or item of payment received or delivered to Agent on account of the LiabilitiesDominion Account.

Lockbox. Borrowers shall maintain establish a special account as a lockbox in Borrowers’ names ' name with Agent, upon such terms as are required by Agent, to which Borrowers and their domestic respective Subsidiaries will cause all Account Debtors to send all remittances on Accounts and all customers party to Buy Back Agreements to send all remittances related to any purchases by such customers pursuant to such Buy Back Agreements. If received directly by a Borrower or a domestic Subsidiary, such Borrower or domestic Subsidiary will immediately deposit in such special account all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. Borrowers agree that upon the occurrence and during the continuation of a Default or an Event of Default, all payments made to such special account or otherwise received by Agent, whether on the Accounts, on any Buy Back Agreement or as proceeds of any other Collateral or otherwise, will be the sole and exclusive property of Agent for the benefit of Agent and the Lenders and will be applied on account of the Liabilities. So long as no Default or an Event of Default has shall have occurred and is be continuing, Borrowers shall be entitled to direct the use of the funds maintained in such special account in accordance with the terms of this Agreement. Two (2) Business Days after Agent’s 's receipt of good funds, Agent will credit (conditional upon final collection) all payments received through the special account to the Liabilities. Each Borrower, its Subsidiaries and any Affiliates, shareholders, directors, officers, employees, agents of such Borrower and its Subsidiaries and all Persons acting for or in concert with such Borrower shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent for the benefit of Agent and the Lenders, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts, Buy Back Agreements or other Collateral which come into their possession or under their control and immediately upon receipt, shall remit the same or cause the same to be remitted, in kind, to Agent, at Agent’s 's address set forth in Section 10.10. Borrowers agree, jointly and severally, to pay to Agent any and all reasonable fees, costs and expenses (if any) which Agent incurs in connection with opening and maintaining the special account and depositing for collection by Agent any check or item of payment received or delivered to Agent on account of the Liabilities.

Lockbox. Borrowers shall maintain a special account as a lockbox in Borrowers’ names name with Agent, upon such terms as are required by Agent, to which Borrowers and their domestic respective Subsidiaries will cause all Account Debtors to send all remittances on Accounts and all customers party to Buy Back Agreements to send all remittances related to any purchases by such customers pursuant to such Buy Back Agreements. If received directly by a Borrower or a domestic Subsidiary, such Borrower or domestic Subsidiary will immediately deposit in such special account all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. Borrowers agree that upon the occurrence and during the continuation of a Default or an Event of Default, all payments made to such special account or otherwise received by Agent, whether on the Accounts, on any Buy Back Agreement or as proceeds of any other Collateral or otherwise, will be the sole and exclusive property of Agent for the benefit of Agent and Lenders and will be applied on account of the Liabilities. So long as no Default or an Event of Default has shall have occurred and is be continuing, Borrowers shall be entitled to direct the use of the funds maintained in such special account in accordance with the terms of this Agreement. Two (2) Business Days after Agent’s receipt of good funds, Agent will credit (conditional upon final collection) all payments received through the special account to the Liabilities. Each Borrower, its Subsidiaries and any Affiliates, shareholders, directors, officers, employees, agents of such Borrower and its Subsidiaries and all Persons acting for or in concert with such Borrower shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent for the benefit of Agent and Lenders, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts, Buy Back Agreements or other Collateral which come into their possession or under their control and immediately upon receipt, shall remit the same or cause the same to be remitted, in kind, to Agent, at Agent’s address set forth in Section 10.10. Borrowers agree, jointly and severally, to pay to Agent any and all reasonable fees, costs and expenses (if any) which Agent incurs in connection with opening and maintaining the special account and depositing for collection by Agent any check or item of payment received or delivered to Agent on account of the Liabilities.

Lockbox. Borrowers (a) On or before the tenth (10th) day following the assignment of an Assigned Lease to the Lender, the Borrower shall maintain notify each obligor of the Assigned Lease of the Lender's security interest in the Assigned Lease created pursuant to the Assignment and direct each obligor to remit all future payments or other amounts provided in such Assigned Lease directly to a post office box designated by the Lender (the "Lockbox"). The Borrower may, from time to time, direct particular obligors of Assigned Leases to remit specific payments directly to the Borrower as part of the Borrower's usual and customary procedures for collecting payments from obligors whose payments are or have been paid late or otherwise require special account handling or attention as a lockbox in Borrowers’ names with Agent, upon such terms as are required by Agent, to which Borrowers and their domestic Subsidiaries will cause all Account Debtors to send all remittances on Accounts and all customers party to Buy Back Agreements to send all remittances related to collection matter. (b) If any purchases by such customers pursuant to such Buy Back Agreements. If received directly by a Borrower or a domestic Subsidiary, such Borrower or domestic Subsidiary will immediately deposit in such special account all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. Borrowers agree that upon the occurrence and during the continuation of a Unmatured Default or an Event of Default, all payments made to such special account or otherwise received by Agent, whether on the Accounts, on any Buy Back Agreement or as proceeds of any other Collateral or otherwise, will be the sole and exclusive property of Agent for the benefit of Agent and Lenders and will be applied on account of the Liabilities. So long as no Default or an Event of Default has occurred and is continuing, Borrowers shall be entitled the Lender may, at its option, have sole access to, and control and power of withdrawal over the Lockbox and use the proceeds from any payments collected through the Lockbox, beginning twenty- four (24) hours after such Unmatured Default or Event of Default and while it is continuing, to direct the use satisfy any Indebtedness of the funds maintained Borrower to the Lender. In the event of such satisfaction, the Lender shall credit the proceeds as payment of the Revolving Credit, the Draw Facility Notes, and other Indebtedness first to reasonable costs incurred by Lender, then to interest, then to principal, but otherwise, as the Lender may desire, in such special account its discretion. Any credit given to the Borrower in accordance with cash or solvent credit for the terms of this Agreement. Two (2) Business Days after Agent’s receipt of good funds, Agent will credit (conditional upon final collection) all payments received through the special account payment to the Liabilities. Each Borrower, its Subsidiaries and any Affiliates, shareholders, directors, officers, employees, agents of such Borrower and its Subsidiaries and all Persons acting for in cash or in concert with such Borrower shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent solvent credit for the benefit items, and if any item is not paid the amount of Agent any credit given for it shall be charged to the Borrower whether or not the item is returned, and Lenders, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts, Buy Back Agreements or other Collateral which come into their possession or under their control and immediately upon receipt, such amount shall remit the same or cause the same to be remitted, in kind, to Agent, at Agent’s address set forth in Section 10.10. Borrowers agree, jointly and severally, to pay to Agent any and all reasonable fees, costs and expenses (if any) which Agent incurs in connection with opening and maintaining the special account and depositing for collection by Agent any check or item of payment received or delivered to Agent on account a part of the Liabilitiesobligations secured by the Security Agreement and the Guaranty Agreement.

Lockbox. (a) Each Borrower shall maintain under such written agreements as Administrative Agent requires, as security for the Loans, a lockbox (“Lockbox”) and depository account in the name of Borrowers (“Depository Account”). All Collections will be deposited directly into the Depository Account, and Borrowers shall maintain a special (or the Administrative Agent which is hereby authorized to do so shall) transfer to the Depository Account any funds which are Collections but which have been deposited into any other depository account as a lockbox in of Borrowers at Administrative Agent. (b) Each Borrower agrees that on each Principal Payment Date and, at the Borrowers’ names option to the extent necessary with Agentrespect to payments to be made pursuant to priorities First through Twelfth below, upon such terms as on any other Business Day, in each case, occurring prior to an Event of Default it shall apply all funds in the Depository Account which are required by AgentCollections to the Borrowers’ obligations then due and owing in the following order of priority: First, to Taxes; Second, to fees and expenses of the Administrative Agent and Lenders paid or payable by Borrowers under this Agreement; Third, to O&M Expenses permitted under Section 8.20; Fourth, to fees and expenses paid or payable by Borrowers to the servicer under the Master Service Agreement or under any agreement with the Backup Servicing Provider; Fifth, to Cash Interest Expense; Sixth, to costs and expenses arising under Hedge Agreements permitted hereunder to which Borrowers Borrower Representative or any Subsidiary is a party (other than fees, expenses and their domestic Subsidiaries will cause liquidation and termination payments); Seventh, to all Account Debtors regularly scheduled principal payments on the Loans pursuant to send all remittances on Accounts Section 2.5(b); Eighth, to fees, expenses and all customers party liquidation and termination payments arising under Hedge Agreements permitted hereunder to Buy Back Agreements to send all remittances related which Borrower Representative or any Subsidiary is a party; Ninth, to any purchases payments (including any reimbursement obligations) in respect of Performance Guaranty Obligations permitted under Section 8.21; Tenth, to any payments in respect of Capitalized Lease Obligations; Eleventh, to the reimbursement of any expenses incurred by such customers pursuant the servicer in connection with services rendered under the Master Service Agreement, including in connection with any litigation, arbitration or enforcement proceedings, audit related costs and expenses, and other costs and expenses which have been approved by Administrative Agent in its reasonable discretion, in an aggregate amount not to such Buy Back Agreements. If received directly by a Borrower or a domestic Subsidiaryexceed $150,000 per fiscal year; Twelfth, such Borrower or domestic Subsidiary will immediately deposit in such special account all remittances and proceeds to any prepayment of the Collateral Loans in accordance with Section 2.6(c); Thirteenth, to maintain as cash reserves in the identical form Depository Account in which such payment was madean amount not to exceed $500,000; and Last, whether by the remaining cash or check. Borrowers agree balance (“Excess Cash”) to the mandatory prepayment of the Loans in accordance with Section 2.6(d)(viii). (c) Each Borrower agrees that upon the occurrence and during the continuation of a Default or an Event of Default, the Administrative Agent will have all payments made right, title and interest in and to such special account or otherwise all items and funds from time to time in the Depository Account. Checks received by Agent, whether on into the Accounts, on any Buy Back Agreement or as proceeds of any other Collateral or otherwise, Depository Account will not be the sole and exclusive property of considered good funds until Administrative Agent for the benefit of Agent and Lenders and will be applied on account of the Liabilitieshas effected final settlement with respect thereto. So long as no Default or After an Event of Default has occurred and occurred, Administrative Agent is continuing, Borrowers shall be entitled to direct the use of the funds maintained in such special account in accordance with the terms of this Agreement. Two (2) Business Days after Agent’s receipt of good funds, Agent will credit (conditional upon final collection) all payments received through the special account to the Liabilities. Each Borrower, its Subsidiaries and any Affiliates, shareholders, directors, officers, employees, agents of such Borrower and its Subsidiaries and all Persons acting for or in concert with such Borrower shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent for the benefit of Agent and Lenders, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts, Buy Back Agreements or other Collateral which come into their possession or under their control and immediately upon receipt, shall remit the same or cause the same to be remitted, in kind, to Agent, at Agent’s address set forth in Section 10.10. Borrowers agree, jointly and severally, authorized to pay current unpaid O&M Expense and Performance Guaranty Obligations and then to Agent apply any and all reasonable feesfunds in the Depository Account at any time, costs and expenses from time to time, to the Obligations (if anyto the extent then due and payable) which Agent incurs as provided for in connection with opening and maintaining the special account and depositing for collection by Agent any check or item of payment received or delivered to Agent on account of the LiabilitiesSection 10.

Lockbox. Borrowers Borrower shall maintain a special account as a lockbox in Borrowers’ names with Agent, upon such terms as are required by Agent, to which Borrowers and their domestic Subsidiaries will cause all Account Debtors account debtors to send all remittances on Accounts and all customers party wire any amounts owing to Buy Back Agreements to send all remittances related to any purchases by such customers pursuant Borrower to such Buy Back Agreements. If received directly by a Borrower or a domestic Subsidiaryaccount (the “Bancontrol Account”) as Bank shall specify, such Borrower or domestic Subsidiary will immediately deposit in such special account all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. Borrowers agree that upon the occurrence and during the continuation of a Default or an Event of Default, to mail all payments made by check to a post office box under Bank’s control. All invoices shall specify such special post office box as the payment address. Bank shall have sole authority to collect such payments and deposit them to the Bancontrol Account. If Borrower receives any amount despite such instructions, Borrower shall immediately deliver such payment to Bank in the form received, except for an endorsement to the order of Bank and, pending such delivery, shall hold such payment in trust for Bank. Two Business Days after clearance of any checks, Bank, may, in its sole discretion, credit any amounts paid into the Bancontrol Account first against any amounts outstanding under the Revolving Line, and then, any remaining balance of such amount shall be credited to Borrower’s operating account or otherwise received maintained at Bank. Bank may, at its option, conduct a credit check of the Account Debtor for each Eligible Account requested by AgentBorrower for inclusion in the Borrowing Base. Bank may also verify directly with the respective account debtors the validity, whether on amount and other matters relating to the Eligible Accounts, on and notify any Buy Back Agreement account debtor of Bank’s security interest in the Borrower’s Accounts. 4. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as proceeds an amendment of, any right, power, or remedy of any other Collateral or otherwiseBank under the Agreement, will be as in effect prior to the sole date hereof. Borrower ratifies and exclusive property reaffirms the continuing effectiveness of Agent for all agreements entered into in connection with the benefit of Agent Agreement. 5. Borrower represents and Lenders warrants that the representations and will be applied on account warranties contained in the Agreement are true and correct as of the Liabilities. So long as date of this Amendment, and that no Default or an Event of Default (other than the Covenant Defaults) has occurred and is continuing. 6. This Amendment may be executed in two or more counterparts, Borrowers each of which shall be entitled to direct deemed an original, but all of which together shall constitute one instrument. In the use event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the funds maintained in party executing (or on whose behalf such special account in accordance signature is executed) with the terms of this Agreementsame force and effect as if such facsimile or “.pdf” signature page were an original hereof. Two Notwithstanding the foregoing, Borrower shall deliver all original signed documents no later than ten (210) Business Days after Agent’s receipt following the date of good fundsexecution. 7. As a condition to the effectiveness of this Amendment, Agent will credit Bank shall have received, in form and substance satisfactory to Bank, the following: (conditional upon final collectiona) this Amendment, duly executed by Borrower; (b) payment of a waiver fee of $1,500; (c) payment of all payments received Bank Expenses incurred through the special account to the Liabilities. Each Borrowerdate of this Amendment; and (d) such other documents, its Subsidiaries and any Affiliates, shareholders, directors, officers, employees, agents completion of such Borrower and its Subsidiaries and all Persons acting for or in concert with such Borrower shall, acting as trustee for Agent, receiveother matters, as the sole and exclusive property of Agent for the benefit of Agent and Lenders, any monies, checks, notes, drafts Bank may reasonably deem necessary or any other payments relating to or proceeds of Accounts, Buy Back Agreements or other Collateral which come into their possession or under their control and immediately upon receipt, shall remit the same or cause the same to be remitted, in kind, to Agent, at Agent’s address set forth in Section 10.10. Borrowers agree, jointly and severally, to pay to Agent any and all reasonable fees, costs and expenses (if any) which Agent incurs in connection with opening and maintaining the special account and depositing for collection by Agent any check or item of payment received or delivered to Agent on account of the Liabilitiesappropriate.

Lockbox. Borrowers (a) Bank shall maintain a special account as require Borrower to establish a lockbox in Borrowers’ names with Agent, upon such terms as are required by Agent, under the control of Bank to which Borrowers and their domestic Subsidiaries will cause all Account Debtors to send shall forward all remittances payments on Accounts and other Collateral. Borrower shall pay all customers party of Bank’s standard fees and charges in connection with such lockbox arrangement as such fees and charges may change from time to Buy Back Agreements time. Borrower shall notify Account Debtors on the Accounts to send all remittances related forward payments on the Accounts to any purchases by such customers pursuant to such Buy Back Agreements. If received directly by a Borrower the lockbox; provided, however, that after an event or a domestic Subsidiarycondition has occurred which but for notice or the passage of time, such Borrower or domestic Subsidiary will immediately deposit in such special account all remittances and proceeds of the Collateral in the identical form in which such payment was madeboth, whether by cash or check. Borrowers agree that upon the occurrence and during the continuation of a Default or would constitute an Event of Default, all that Bank shall have the right to directly contact Account Debtors at any time to ensure that payments made on the Accounts are directed to such special account or otherwise the lockbox. All payment items received by Agent, whether Borrower on the Accounts, on any Buy Back Agreement or as proceeds Accounts and sale of any Inventory and other Collateral or otherwise, will shall be held by Borrower in trust for Bank and not commingled with Borrower’s funds and shall be deposited promptly by Borrower to the lockbox. All such items shall be the sole and exclusive property of Agent Bank upon the earlier of the receipt thereof by Bank or by Borrower. Borrower hereby grants to Bank a security interest in and lien upon all items and balances held in the lockbox as collateral for the benefit Indebtedness. (b) Borrower hereby irrevocably appoints Bank (and any duly authorized Person designated by Bank) as Borrower’s attorney-in-fact to endorse Borrower’s name on any checks, drafts, money orders or other media of Agent and Lenders and payment which come into Bank’s possession or control; this power being coupled with an interest is irrevocable so long as any of the Indebtedness remain outstanding. Such endorsement by Bank under power of attorney shall, for all purposes, be deemed to have been made by Borrower (prior to any subsequent endorsement by Bank) in negotiation of the item. Bank will not exercise such power of attorney until after an event or condition has occurred which but for notice or the passage of time, or both, would constitute an Event of Default. (c) For the purpose of calculating interest due under this Agreement, payment items received into the lockbox shall be deemed applied by Bank on account of the LiabilitiesLoan as collected and cleared by Bank, subject to chargebacks for uncollected payment items. So long as no Default or an Event of Default has occurred No payment item received by Bank shall constitute payment to Bank until such item is actually collected by Bank and is continuing, Borrowers shall be entitled to direct the use of the funds maintained in such special account in accordance with the terms of this Agreement. Two (2) Business Days after Agent’s receipt of good funds, Agent will credit (conditional upon final collection) all payments received through the special account credited to the Liabilities. Each Borrowerlockbox; provided, its Subsidiaries and however, Bank shall have the right to charge back to the lockbox any Affiliatesitem which is returned for inability to collect, shareholders, directors, officers, employees, agents plus accrued interest during the period of Bank’s provisional credit for such Borrower and its Subsidiaries and all Persons acting for or in concert with such Borrower shall, acting as trustee for Agent, receive, as the sole and exclusive property item prior to receiving notice of Agent for the benefit of Agent and Lenders, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts, Buy Back Agreements or other Collateral which come into their possession or under their control and immediately upon receipt, shall remit the same or cause the same to be remitted, in kind, to Agent, at Agent’s address set forth in Section 10.10. Borrowers agree, jointly and severally, to pay to Agent any and all reasonable fees, costs and expenses (if any) which Agent incurs in connection with opening and maintaining the special account and depositing for collection by Agent any check or item of payment received or delivered to Agent on account of the Liabilitiesdishonor.

Lockbox. Borrowers (A) Each Borrower shall maintain a special account as a lockbox in Borrowers’ names with Agent, upon such terms as are required by Agent, to which Borrowers and their domestic Subsidiaries will cause direct all Account Debtors to send all remittances make payments on Accounts directly into a lockbox established by Borrowers over which Lender shall have sole control and authority pursuant to a Lockbox Agreement between Borrowers or any Borrower and Lender (the “Lockbox”). Lender, now or at any time or times hereafter, may take control of and endorse any Borrower’s name to any of the items of payment or proceeds described in this Section 4.5. For the purposes of this Section, each Borrower irrevocably, hereby makes, constitutes and appoints Lender, and all customers party persons designated by Lender for that purpose, as such Borrower’s true and lawful attorney and agent-in-fact to Buy Back Agreements to send all remittances related to take any purchases by such customers pursuant to actions. All such Buy Back Agreements. If items of payment or proceeds received through the Lockbox or directly by a Borrower or a domestic Subsidiary, such Borrower or domestic Subsidiary will immediately deposit in such special account all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. from Borrowers agree that upon the occurrence and during the continuation of a Default or an Event of Default, all payments made to such special account or otherwise received by AgentLender, whether on shall, unless Lender shall otherwise elect, be deposited into a cash collateral account maintained with Lender (the Accounts, on any Buy Back Agreement or as proceeds of any other “Cash Collateral or otherwise, will be the Account”) over which Lender has sole authority and exclusive property of Agent for the benefit of Agent and Lenders and will shall be applied on account of by Lender to the Liabilities. So long as no Default or an Event of Default has occurred and is continuing, Borrowers shall be entitled to direct the use of the funds maintained in such special account Liabilities in accordance with the terms of this Agreement. Two . (2B) Business Days after Agent’s receipt of good funds, Agent will credit (conditional upon final collection) Borrowers shall execute all payments received through the special account documents requested by Lender with respect to the Liabilities. Each Borrower, its Subsidiaries Cash Collateral Account and the Lockbox and agree to pay to Lender promptly upon demand for any Affiliates, shareholders, directors, officers, employees, agents of such Borrower and its Subsidiaries and all Persons acting fees, costs and expenses which Lender incurs or customarily charges in connection with the opening and maintaining of the Cash Collateral Account and the Lockbox and depositing for or in concert with such Borrower shall, acting as trustee for Agent, receive, as collection by the sole and exclusive property of Agent for the benefit of Agent and Lenders, Bank any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts, Buy Back Agreements or other Collateral which come into their possession or under their control and immediately upon receipt, shall remit the same or cause the same to be remitted, in kind, to Agent, at Agent’s address set forth in Section 10.10. Borrowers agree, jointly and severally, to pay to Agent any and all reasonable fees, costs and expenses (if any) which Agent incurs in connection with opening and maintaining the special account and depositing for collection by Agent any check or item items of payment received or and/or delivered to Agent on account of the Liabilities. (C) In the event that a Borrower maintains a controlled disbursement account at Lender, each check presented for payment against such controlled disbursement account and any other charge or request for payment against such controlled disbursement account shall constitute a request for a Revolving Loan. As an accommodation to Borrowers, Lender may permit telephone requests for Revolving Loans and electronic transmittal of instructions, authorizations, agreements or reports to Lender by Borrowers. Unless a Borrower specifically directs Lender in writing not to accept or act upon telephonic or electronic communications from such Borrower, Lender shall have no liability to Borrowers for any loss or damage suffered by a Borrower as a result of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Lender by a Borrower and Lender shall have no duty to verify the origin of any such communication or the authority of the Person sending it.”

Lockbox. Borrowers (a) Borrower agrees that immediately upon Bank's request (whether or not any Event of Default exists), Borrower shall at their sole expense establish and maintain (and Bank, at Bank's option, may establish and maintain at Borrower's expense: (a) a special account as a lockbox in Borrowers’ names with AgentUnited States Post Office lock box (the "Lock Box") to which Bank shall have exclusive access and control. Borrower expressly authorizes Bank, upon such terms as are required by Agentfrom time to time, to which Borrowers remove contents from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all account debtors and their domestic Subsidiaries will cause all Account Debtors other parties obligated to send all remittances on Accounts and all customers party to Buy Back Agreements to send all remittances related to any purchases by such customers pursuant to such Buy Back Agreements. If received directly by a Borrower or a domestic Subsidiary, such Borrower or domestic Subsidiary will immediately deposit in such special account all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. Borrowers agree that upon the occurrence and during the continuation of a Default or an Event of Default, all payments made to such special Borrower (other than payments by electronic funds transfer) shall be remitted to the Lock Box, and Borrower shall include a like statement on all invoices, and (b) a non-interest bearing deposit account with Bank which shall be titled as designated by Bank ("Cash Collateral Account") to which Bank shall have exclusive access and control. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower by electronic funds transfer shall be remitted to the Cash Collateral Account, and Borrower, at Bank's request, shall include a like statement on all invoices. Borrower shall execute all documents and authorization as required by bank to establish and maintain the Lock Box and the Cash Collateral. (b) All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account or otherwise received delivered by Agent, whether on the Accounts, on any Buy Back Agreement or as proceeds of any other Collateral or otherwise, will be the sole and exclusive property of Agent for the benefit of Agent and Lenders and will be applied Borrower to Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank's option, (i) be applied to the Liabilitiespayment of the Obligations in such order or at such time of application as bank may determine in its sole discretion; or (ii) be deposited to the Cash Collateral Account. So Borrower agrees that Bank shall not be liable for any loss or damage which Borrower may suffer as a result of Bank's processing or items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenue of profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Borrower agrees to indemnify and hold Bank harmless from and against all such third party claims, demands or action, and all related expenses or liabilities, including, without limitation, attorneys' fees and costs. (c) Borrower acknowledges and agrees that while the Bank is not requesting that a Lock Box be established at this time (although it reserves its right to do so in the future), the bank is requesting that the Cash Collateral Account be established at this time as security for the payment of the Obligations and that any and all cash, checks, drafts and other instruments for the payment of money received by Borrower at any time, in full or partial payment of any of the Collateral shall forthwith, upon receipt be transmitted and delivered to Bank (property endorsed, where required so that such items may be collected by Bank) and deposited into the Cash Collateral Account. All electronic funds transfers shall be made into the Cash Collateral Account. Any items received by Borrower shall not be commingled with any other of Borrower" funds or property, but shall be held separate and apart form Borrower" own funds or property, and upon express trust for the benefit of the Bank until delivery thereof is made to Bank. As long as no Default or an Event of Default has occurred and is continuingnot occurred, Borrowers shall be entitled to direct the use of the funds maintained in such special account in accordance with the terms of this Agreement. Two (2) Business Days after Agent’s receipt of good funds, Agent will credit (conditional upon final collection) all payments received through the special account Borrower may have access to the Liabilities. Each Borrower, its Subsidiaries and any Affiliates, shareholders, directors, officers, employees, agents of such Borrower and its Subsidiaries and all Persons acting for or in concert with such Borrower shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent Cash Collateral Account for the benefit payment of Agent and Lenders, any monies, checks, notes, drafts or any other payments relating to or proceeds obligations arising in the ordinary course of Accounts, Buy Back Agreements or other Collateral which come into their possession or under their control and immediately upon receipt, shall remit the same or cause the same to be remitted, in kind, to Agent, at Agent’s address set forth in Section 10.10. Borrowers agree, jointly and severally, to pay to Agent any and all reasonable fees, costs and expenses (if any) which Agent incurs in connection with opening and maintaining the special account and depositing for collection by Agent any check or item of payment received or delivered to Agent on account of the Liabilitiesbusiness.

Lockbox. Borrowers While any of the Borrower's Obligations or the Debtor's Obligations remain outstanding, or the Bank has any obligation under the Loan Agreement, the Debtor shall maintain a special account as a lockbox in Borrowers’ names with Agent, upon such terms as are required by Agent, to post office box which Borrowers and their domestic Subsidiaries will be under the exclusive control of the Bank (the "Lockbox") into which the Debtor shall cause all Account Debtors to send all remittances on Accounts and all customers party to Buy Back Agreements to send all remittances related to payments of any purchases by such customers pursuant to such Buy Back Agreements. If received directly by a Borrower or a domestic Subsidiary, such Borrower or domestic Subsidiary will immediately deposit in such special account all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. Borrowers agree that upon Debtor's Receivables (other than intercompany Receivables prior to the occurrence and during the continuation of a Default or an Event of Default) and Documents to be made, and the Debtor shall indicate on all invoices and other correspondence with Account Debtors (other than intercompany Account Debtors) to make all payments made to the Debtor in care of the Lockbox and hereby appoints the Bank, as the Debtor's true and lawful attorney-in-fact to receive all incoming mail, open all such special account mail, remove all collections and remittances therefrom in payment of or otherwise received by Agent, whether on the Accounts, on any Buy Back Agreement or as proceeds of any other Collateral or otherwise, will be the sole and exclusive property of Agent for the benefit of Agent and Lenders and will be applied on account of any of the LiabilitiesDebtor's Receivables and Documents and use the Bank's reasonable efforts to forward all other mail so received to the Debtor's place of business. So Any Proceeds of Collateral received by the Debtor, including, without limitation, payments on Receivables (other than intercompany Receivables so long as there exists no Default or Event of Default, it being understood and agreed that any such payments on intercompany Receivables will be treated as any other Receivable after the occurrence of an Event of Default has occurred Default) and is continuingDocuments and other payments from sales or leases of Inventory, Borrowers shall be entitled to direct held by the use Debtor in trust for the Bank in the same medium in which received, shall not be commingled with any assets of the funds maintained in such special account in accordance with the terms of this Agreement. Two (2) Business Days after Agent’s receipt of good fundsDebtor, Agent will credit (conditional upon final collection) all payments received through the special account and shall be delivered immediately to the LiabilitiesBank. Each Borrower, its Subsidiaries and any Affiliates, shareholders, directors, officers, employees, agents of such Borrower and its Subsidiaries and all Persons acting for or in concert with such Borrower shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent for the benefit of Agent and Lenders, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts, Buy Back Agreements or other Collateral which come into their possession or under their control and immediately upon receipt, shall remit the same or cause the same to be remitted, in kind, to Agent, at Agent’s address set forth in Section 10.10. Borrowers agree, jointly and severally, The Debtor agrees to pay to Agent the Bank promptly when billed the Bank's standard fees for operating the Lockbox. The Debtor hereby grants, bargains, conveys and sets over to the Bank a security interest in and lien upon the Lockbox, the Restricted Account, the Debtor's Account and any other account established by the Debtor with the Bank or any affiliate thereof, and all reasonable feescash and any other assets at any time hereafter contained therein. Amounts received in the Lockbox shall be deposited upon collection into the Restricted Account, costs and expenses (if any) which Agent incurs in connection with opening and maintaining the special account and depositing for collection by Agent any check Bank will apply all amounts so received against the Borrower's Obligations or item of payment received or delivered to Agent the Debtor's Obligations on account of the Liabilitiesa daily basis, as collected.

Lockbox. Borrowers Borrower shall maintain a special lockbox account (the “Lockbox Account”) with a bank acceptable to Agent (the “Lockbox Bank”), and shall execute with the Lockbox Bank an agreement acceptable to Agent in its sole discretion (the “Lockbox Agreement”), and such other agreements related thereto as a lockbox in Borrowers’ names with Agent, upon such terms as are required by Agent, to which Borrowers and their domestic Subsidiaries will cause Agent may require. Borrower shall ensure that all Account Debtors to send all remittances on collections of Accounts and all customers party to Buy Back Agreements to send all remittances related to any purchases by such customers pursuant to such Buy Back Agreements. If received directly by a Borrower or a domestic Subsidiaryreceivables of Borrower, such Borrower or domestic Subsidiary will immediately deposit in such special account all remittances its Subsidiaries and/or Guarantors and proceeds of all other Collateral are paid and delivered directly from Account Debtors and other Persons into the Collateral in Lockbox Account. The Lockbox Agreement shall provide that, at all times prior to the identical form in which such payment was madedelivery of an Activation Notice (as hereinafter defined), whether by cash or checkthe Lockbox Bank shall disburse funds as the Borrower may direct. Borrowers agree that The Lockbox Agreement shall require that, upon Lockbox Bank’s receipt of written notice (an “Activation Notice”) from Agent at any time after the occurrence and during the continuation of a Default or an Event of Default, the Lockbox Bank will immediately, and on a daily basis thereafter, transfer all payments made funds paid into the Lockbox Account into a depository account maintained by Agent at such bank as Agent may communicate to Borrower from time to time (the “Concentration Account”). To the extent that any such special account Accounts and receivables collections or otherwise other proceeds of Collateral are not sent directly to the Lockbox Account but are received by AgentBorrower or any Guarantor or Affiliate of Borrower, whether on the Accounts, on any Buy Back Agreement or as such collections and proceeds of any other Collateral or otherwise, will (“Trust Collections”) shall be the sole and exclusive property of Agent held in trust for the benefit of Agent and Lenders and immediately remitted (and in any event within two (2) Business Days), in the form received, to the Lockbox Bank for immediate transfer to the Lockbox Account; provided, however, upon written request of Agent after the occurrence and during the continuance of an Event of Default, such collections and proceeds will be applied on account immediately remitted (and in any event within two (2) Business Days) in the form received to the Concentration Account. Borrower acknowledges and agrees that compliance with the terms of this Section 4.17 is an essential term of this Agreement, and that, in addition to and notwithstanding any other rights Agent may have hereunder, under any other Loan Document, under applicable law, at equity or otherwise, upon each and every such failure Agent shall be entitled to assess a non-compliance fee which shall operate to increase the Base Rate or LIBOR for purposes of interest calculation hereunder by two percent (2%) per annum during any period of non-compliance; provided, however, that to the extent Agent wishes to institute such non-compliance fee solely in connection with Borrower’s failure to remit Trust Collections to the Concentration Account within the timeframe established by this Section 4.17, Agent shall only be entitled to institute such non-compliance fee if the aggregate amount of the LiabilitiesTrust Collections exceeds $100,000. So long as no Agent shall be entitled to assess such fee whether or not a Default or an Event of Default has occurred and occurs or is continuingdeclared, Borrowers provided that nothing in this Agreement shall be entitled prevent Agent from considering any failure to direct the use of the funds maintained in such special account in accordance comply with the terms of this AgreementSection 4.17 to be a Default or an Event of Default. Two (2) Business Days after Agent’s receipt of good fundsIf applicable, Agent will credit (conditional upon final collection) all payments received through the special account at any time prior to the Liabilities. Each execution of the Lockbox Agreement and operation of the Lockbox Account, Borrower, its Subsidiaries and any Affiliates, shareholders, directors, officers, employees, agents of such Borrower and its Subsidiaries and Guarantors shall direct all Persons acting for or in concert with such Borrower shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent for the benefit of Agent and Lenders, any monies, checks, notes, drafts or any other payments relating to collections or proceeds of Accounts, Buy Back Agreements it receives on Accounts or other receivables or from Collateral which come into their possession or under their control to the account(s) and immediately upon receipt, shall remit in the same or cause the same to be remitted, in kind, to Agent, at Agent’s address set forth in Section 10.10. Borrowers agree, jointly and severally, to pay to Agent any and all reasonable fees, costs and expenses (if any) which Agent incurs in connection with opening and maintaining the special account and depositing for collection manner specified by Agent any check or item of payment received or delivered to Agent on account of the Liabilitiesin its sole discretion.

Lockbox. Borrowers (A) Upon request of Lender, Borrower shall maintain a special account as a lockbox in Borrowers’ names with Agent, upon such terms as are required by Agent, to which Borrowers and their domestic Subsidiaries will cause direct all Account Debtors to send all remittances make payments on Accounts directly into a lockbox established by Borrower over which Lender shall have sole control and all customers party to Buy Back Agreements to send all remittances related to any purchases by such customers authority pursuant to such Buy Back Agreementsa Lockbox Agreement between Borrower and Lender (the “Lockbox”). If received directly by a Borrower any monies, checks, notes, drafts or a domestic Subsidiary, such Borrower other payment for or domestic Subsidiary will immediately deposit in such special account all remittances and proceeds of the Collateral in shall come into the identical form in which such payment was made, whether by cash possession or check. Borrowers agree that upon under the occurrence and during the continuation control of a Default or an Event of Default, all payments made to such special account or otherwise received by Agent, whether on the Accounts, on any Buy Back Agreement or as proceeds of any other Collateral or otherwise, will be the sole and exclusive property of Agent for the benefit of Agent and Lenders and will be applied on account of the Liabilities. So long as no Default or an Event of Default has occurred and is continuing, Borrowers shall be entitled to direct the use of the funds maintained in such special account in accordance with the terms of this Agreement. Two (2) Business Days after Agent’s receipt of good funds, Agent will credit (conditional upon final collection) all payments received through the special account to the Liabilities. Each Borrower, or any of its Subsidiaries and any Affiliates, shareholders, directors, officers, employees, agents of such Borrower and its Subsidiaries and all or those Persons acting for or in concert with such Borrower, Borrower shall, acting as trustee for Agent, receive, shall receive same as the sole and exclusive property of Agent Lender and as trustee for the benefit of Agent Lender, and Lenders, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts, Buy Back Agreements or other Collateral which come into their possession or under their control and immediately upon receipt, Borrower shall remit the same or cause the same to be remitted, in kind, to AgentLender or to any agent or agents appointed by Lender for that purpose, and such monies, checks, notes, drafts or other payment for or proceeds of the Collateral shall be credited to the “Cash Collateral Account” (hereinafter defined), unless Lender shall otherwise elect. Lender, now or at Agentany time or times hereafter, in its sole discretion, may take control of and endorse Borrower’s address set forth name to any of the items of payment or proceeds described in this Section 10.104.5. Borrowers agreeFor the purposes of this Section, jointly Borrower irrevocably, hereby makes, constitutes and severallyappoints Lender, and all persons designated by Lender for that purpose, as Borrower’s true and lawful attorney and agent-in-fact to take any such actions. All such items of payment or proceeds received through the Lockbox or directly from Borrower shall, unless Lender shall otherwise elect, be deposited into a cash collateral account maintained with Lender (the “Cash Collateral Account”) over which Lender has sole authority and shall be applied by Lender to the Liabilities. (B) Borrower shall execute all documents requested by Lender with respect to the Cash Collateral Account and the Lockbox and agrees to pay to Agent Lender promptly upon demand for any and all reasonable fees, costs and expenses (if any) which Agent Lender reasonably incurs or customarily charges in connection with the opening and maintaining of the special account Cash Collateral Account and the Lockbox and depositing for collection by Agent Lender any check monies, checks, notes, drafts or item other items of payment received or and/or delivered to Agent on account of the Liabilities.

Lockbox. Borrowers shall maintain a special account as a lockbox in Borrowers’ names name with Agent, upon such terms as are required by Agent, to which Borrowers and their domestic respective Subsidiaries will cause all Account Debtors to send all remittances on Accounts and all customers party to Buy Back Agreements to send all remittances related to any purchases by such customers pursuant to such Buy Back Agreements. If received directly by a Borrower or a domestic Subsidiary, such Borrower or domestic Subsidiary will immediately deposit in such special account all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. Borrowers agree that upon the occurrence and during the continuation of a Default or an Event of Default, all payments made to such special account or otherwise received by Agent, whether on the Accounts, on any Buy Back Agreement or as proceeds of any other Collateral or otherwise, will be the sole and exclusive property of Agent for the benefit of Agent and Lenders and will be applied on account of the Liabilities. So long as no Default or an Event of Default has occurred and is continuing, Borrowers shall be entitled to direct the use of the funds maintained in such special account in accordance with the terms of this Agreement. Two (2) Business Days after Agent’s receipt of good funds, Agent will credit (conditional upon final collection) all payments received through the special account to the Liabilities. Each Borrower, its Subsidiaries and any Affiliates, shareholders, directors, officers, employees, agents of such Borrower and its Subsidiaries and all Persons acting for or in concert with such Borrower shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent for the benefit of Agent and Lenders, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts, Buy Back Agreements or other Collateral which come into their possession or under their control and immediately upon receipt, shall remit the same or cause the same to be remitted, in kind, to Agent, at Agent’s address set forth in Section 10.10. Borrowers agree, jointly and severally, to pay to Agent any and all reasonable fees, costs and expenses (if any) which Agent incurs in connection with opening and maintaining the special account and depositing for collection by Agent any check or item of payment received or delivered to Agent on account of the Liabilities.